Concerned about losing his grip on Atlantic City, Nucky (Steve Buscemi) deliberates a countermove while trying to learn who in his inner circle betrayed him. As agents scour the Treasurer’s office for incriminating evidence, Margaret (Kelly Macdonald) strikes a pose from the past to help Nucky avoid further trouble in the present. In New York, Arnold Rothstein (Michael Stuhlbarg) puts Jimmy (Michael Pitt) on hold, but Meyer Lansky (Anatol Yusef) and Lucky Luciano (Vincent Piazza) loom as possible trading partners. Chalky (Michael Kenneth Williams) is badgered in prison by Dunn Purnsley (Erik LaRay Harvey), a jailmate with an ax to grind; Owen Sleater (Ted Rooney), an advance man for Irish nationalist John McGarrigle (Ted Rooney), scouts the Thompson residence; the Commodore (Dabney Coleman) introduces Eli (Shea Whigham) to “the men who made this city.”

With the Commodore using his Coast Guard connections to put the squeeze on Atlantic City’s liquor shipments, Nucky reaches out to Washington’s new Attorney General, Harry Daugherty (Christopher McDonald), to return a political favor. In an effort to prove his worth, Owen intervenes on a delivery intended for struggling casino operator Lolly Steinman (Danny Burstein). Two sets of dinner guests clash at Babette’s; Margaret sheds her pretense with Katy (Heather Lind) and the household staff; Lucy (Paz de la Huerta) chafes at her enforced loneliness.

At a birthday party for Mayor Bader (Kevin O’Rourke), Nucky’s attorney has a legal brainstorm that could turn the tide in Nucky’s election-rigging case. Facing a local liquor surplus, Jimmy and Mickey (Paul Sparks) head to Philadelphia in search of buyers, while Nucky strikes an unlikely deal to get booze into Atlantic City. Eli frets over the Commodore’s ability to lead; Margaret doles out staff bonuses; Chalky is cornered at work and at home; Owen puts his munitions expertise to work; Van Alden’s (Michael Shannon) agents target Mickey’s warehouse; Richard (Jack Huston) lets down his guard in the name of art; Gillian (Gretchen Mol) recalls her “first time” with the Commodore.

After paying lip service to his enemies, Nucky introduces a surprise guest speaker at a Memorial Day dedication for war veterans. With his options dwindling, Eli questions his allegiances, but ends up digging himself a deeper hole. Nucky gets a new lawyer; Jimmy is taught a painful lesson by a Commodore crony; Richard goes hunting deep in the forest.

Nucky orchestrates a risky liquor delivery in Philadelphia; Attorney General Daugherty faces a quandary that could complicate Nucky’s case; Jimmy finds a new mentor in Leander Whitlock (Dominic Chianese), the Commodore’s longtime lawyer; Margaret confesses her sins; Lucy struggles in solitude, while Van Alden wrestles with his conscience.

Written by Bathsheba Doran; directed by Jeremy Podeswa.

Created by Terence Winter, BOARDWALK EMPIRE is executive produced by Terence Winter, Martin Scorsese, Tim Van Patten, Stephen Levinson and Mark Wahlberg; co-executive produced by Gene Kelly and Howard Korder; produced by Joseph Iberti and Rick Yorn.

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